Tenaz Energy Corp.’s All Share Combination With SDX Energy PLC

In UK Watson Farley & Williams, advised on the matter.

Torys LLP advised Tenaz Energy Corp. with a team including

Watson Farley & Williams advised Tenaz Energy Corp. with a team including Jan Mellmann (Picture – Corporate M&A), Devan Khagram (Executive Compensation), Tom Jarvis (Tax M&A and Deal Advisory).

Tenaz Energy Corp. (“Tenaz”) agreed for an all share combination (the “Combination”) with AIM-listed SDX Energy PLC (“SDX”). The Combination will be implemented by way of a court-sanctioned scheme of arrangement between SDX and its shareholders, with the former’s entire share capital being acquired by Tenaz. To effect the Combination, Tenaz is required to seek the approval of its shareholders to issue the new Tenaz shares.  The Combination is also subject to regulatory approvals.

Under the terms of the Combination, each SDX shareholder will be entitled to receive 0.075 new Tenaz shares for each 1 SDX share. The Combination represents a value of approximately 10.3p per SDX share based on a Tenaz TSX Closing Price of C$2.19 per Tenaz share on 24 May 2022. The Combination values the share capital of SDX at approximately £21.4m and represents a premium of 24% to the SDX Closing Price on AIM of 8.25p per share on 24 May 2022. Immediately following completion of the transaction, existing SDX and Tenaz shareholders will own approximately 36% and 64% of the issued and outstanding shares of the Combination respectively.

Headquartered in Calgary, Canada, Tenaz is a public energy company focussed on the acquisition and sustainable development of international oil and gas assets capable of generating significant free cash flow.

SDX is an AIM-listed, international oil and gas exploration, production and development company, headquartered in London with a focus on Morocco and Egypt. SDX listed on the London Stock Exchange in May 2016.

The WFW London Corporate team advising Tenaz was led by WFW Mining & Commodities Group Head Jan Mellmann (Picture), assisted by Senior Associate David Bath and Associate Shaun Young. Partners Devan Khagram and Tom Jarvis advised on the employment and tax aspects of the transaction respectively.

The Torys team consisted of Peter Danner, Mike Pedlow, Chris Bornhorst, Jennifer Baugh and Sarah Magee (corporate/M&A).

Involved fees earner: Jennifer Baugh – Torys LLP; Chris Bornhorst – Torys LLP; Peter Danner – Torys LLP; Sarah Magee – Torys LLP; Michael Pedlow – Torys LLP; David Bath – Watson Farley & Williams; Tom Jarvis – Watson Farley & Williams; Devan Khagram – Watson Farley & Williams; Jan Mellmann – Watson Farley & Williams; Shaun Young – Watson Farley & Williams;

Law Firms: Torys LLP; Watson Farley & Williams;

Clients: Tenaz Energy Corp.;

Author: Giulia Di Palma